Nuance Prices $350 Million Offering of 1.25% Senior Convertible Notes

Proceeds to be Used to Repurchase $99.1 Million of Nuance Shares
and Retire Outstanding Debentures

March 13, 2017 11:49 PM Eastern Daylight Time

BURLINGTON, Mass.--(EON: Enhanced Online News)--Nuance Communications, Inc. (NASDAQ:NUAN) today announced the pricing of
an offering of $350 million aggregate principal amount of its 1.25%
senior convertible notes due 2025 (the “Notes”) in a private placement
to qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the “Act”).

The sale of the Notes is expected to close on March 17, 2017, subject to
satisfaction of customary closing conditions. Nuance has granted the
initial purchasers a 13-day option to purchase up to an additional $60
million aggregate principal amount of Notes on the same terms and
conditions to cover over-allotments, if any. Interest on the Notes will
be paid at a rate of 1.25% per year, payable in cash semi-annually in
arrears, beginning on October 1, 2017. The Notes will mature on April 1,
2025, unless earlier repurchased or converted.

Holders may require Nuance to repurchase the Notes, in cash, upon the
occurrence of certain fundamental changes at a repurchase price equal to
the principal amount thereof plus accrued and unpaid interest, if any.

The Notes will be convertible, subject to the satisfaction of certain
conditions, into cash up to the principal amount of such Notes and, with
respect to any excess conversion value, into cash or shares of Nuance
common stock or a combination thereof, at Nuance’s election. The initial
conversion rate per $1,000 principal amount of Notes is equivalent to
45.0106 shares of common stock, which is equivalent to a conversion
price of approximately $22.22 per share of common stock, subject to
adjustment in certain circumstances. This initial conversion price
represents a premium of approximately 30% relative to the last reported
sale price on March 13, 2017 of Nuance’s common stock of $17.09.

Upon closing, Nuance will use $99.1 million of the net proceeds from
this offering to fund the repurchase of shares of Nuance’s common stock
pursuant to transactions negotiated with institutional investors
concurrently with the pricing of the offering. Nuance will use the
remaining net proceeds, together with cash on hand, to repurchase,
redeem, retire or otherwise repay all of its outstanding 2.75% Senior
Convertible Debentures due 2031, including the repurchase of $17.8
million in aggregate principal amount concurrently with the offering of
Notes.

The Notes will be sold to qualified institutional buyers pursuant to
Rule 144A under the Act. Neither the Notes nor the shares of Nuance’s
common stock issuable upon conversion of the Notes, if any, have been
registered under the Act or the securities laws of any other
jurisdiction and may not be offered or sold in the United States absent
registration or an applicable exemption from such registration
requirements.

This announcement is neither an offer to sell nor a solicitation of an
offer to buy any of these securities, and shall not constitute an offer,
solicitation, or sale in any jurisdiction in which such offer,
solicitation, or sale is unlawful.

About Nuance Communications, Inc.

Nuance Communications, Inc. (NASDAQ: NUAN) is a leading provider of
voice and language solutions for businesses and consumers around the
world. Its technologies, applications and services make the user
experience more compelling by transforming the way people interact with
devices and systems. Every day, millions of users and thousands of
businesses experience Nuance’s proven applications. For more
information, please visit www.nuance.com.

Trademark reference: Nuance and the Nuance logo are registered
trademarks or trademarks of Nuance Communications, Inc. or its
affiliates in the United States and/or other countries. All other
trademarks referenced herein are the property of their respective owners.